exv10w4







	 	 	 	 	 



Exhibit 10.4




UST No.: 450




UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220




Dear Ladies and Gentlemen:





     Reference is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms dated of as of the date of this letter
agreement (the “Securities
Purchase Agreement”) between United States Department of
Treasury (“Investor”) and the company
named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Securities Purchase Agreement.



     Pursuant
to a letter agreement dated as of April 24, 2009 (the
“Original Letter Agreement”),
the Company has previously issued to the Investor, and the Investor has previously purchased,
certain securities of the Company.



     Notwithstanding anything to the contrary contained in the Securities Purchase Agreement,
the Investor and the Company hereby agree as follows:




	 	1.	 	Concurrently with the execution of this letter agreement, the Company is,
among other things, issuing additional Preferred Shares to the Investor with an
aggregate liquidation preference no more than the amount by which (i) 5% of the
Company’s risk-weighted assets (as determined by the Investor in connection with the
closing of the transactions under the Securities Purchase Agreement) exceeds (ii) the
lesser of (a) 3% of the Company’s risk-weighted assets (as determined by the Investor
in connection with the closing of the transactions under the Original Letter
Agreement) and (b) the aggregate liquidation preference of the Preferred Shares issued
to the Investor pursuant to the Original Letter Agreement.
	 
	 	2.	 	In the event the Company is concurrently herewith issuing additional
Preferred Shares to the Investor pursuant to clause (ii)(a) of the Paragraph 1 of this
letter agreement, then all references in the Securities Purchase Agreement with
respect to the Company’s obligations to create, issue and register the Warrant
Preferred Shares and Warrant shall be inapplicable and of no effect upon the Company.
	 
	 	3.	 	In the event the Company is concurrently herewith issuing additional
Preferred Shares to the Investor pursuant to clause (ii)(b) of
Paragraph 1 of this letter agreement, then the Warrant that the Company is
concurrently herewith issuing to the Investor shall be to purchase a number of
Warrant Preferred Shares (the “New Warrant Preferred Shares”) with an
aggregate liquidation preference (rounded up to the nearest $1,000) equal to the
difference between (i) 5% of 3% of the Company’s risk-weighted assets as most
recently filed prior to the date of this





 









 





2




	 	 	 	letter agreement and (ii) the aggregate liquidation preference of the Warrant
Preferred Shares issued prior to the date of this letter agreement; provided,
however, that such Warrant shall be issued to the Investor if
and only if
(x) the aggregate liquidation preference of the New Warrant Preferred Shares is
more than $25,000 and (y) either (A) the aggregate liquidation preference of the
Preferred Shares issued to the Investor prior to the date of this letter agreement
(without regard to any Warrant Shares) was less than 2.9% of the Company’s
risk-weighted assets as most recently filed prior to the date of such issuance or
(B) the aggregate liquidation preference of the Preferred Shares issued to the
Investor prior to the date of this letter agreement (without regard to any Warrant
Shares) was more than 2.9% of the risk-weighted assets as most recently filed prior
to the date of such issuance and the Company made an acquisition or established a
de novo bank since such date.





     This letter agreement, the Securities Purchase Agreement, the Warrant, the Certificate(s) of
Designation and any other documents executed by the parties at the Closing constitute the entire
agreement of the parties with respect to the subject matter hereof.



     This letter agreement will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such
State.



     This letter agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this letter agreement may be delivered
by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been
delivered.



* * *





 









 






3




     In witness whereof this letter agreement has been duly executed and delivered by
the duly authorized representatives of the parties hereto as of the date written below.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF TREASURY

 	 
	 	By:  	/s/ Herbert M. Allison, Jr.
 	 
	 	 	Name:  	Herbert  M. Allison, Jr. 	 
	 	 	Title:  	Assistant Secretary for Financial
Stability 	 
	 
	 	COMPANY: BIRMINGHAM BLOOMFIELD
                      BANCSHARES, INC.

 	 
	 	By:  	/s/ Robert E. Farr
 	 
	 	 	Name:  	Robert E. Farr	 
	 	 	Title:  	President &   CEO 	 
	 



Date:                                         




UST
450 – Expansion Program Side Letter